UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of earliest event reported) December 16, 2004

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 13, 2003

CYGNUS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	0-18962	94-2978092
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

~~400 Penobscot Drive, Redwood City, California~~	~~94063-4719~~400 Penobscot Drive, Redwood City, California	94063-4719
(Address of Principal Executive Offices)	(Zip Code)
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (650) 369-4300

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c))

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
Exhibit Index
EXHIBIT 99.1


Item 1.01. Entry into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

Item 7 1.01. ~~Financial~~Entry ~~Statements,~~into ~~Pro~~a ~~Forma~~Material ~~Financial~~Definitive ~~Information and Exhibits~~Agreement.

~~(c)~~ On ~~Exhibits~~December 17, 2004, Cygnus, Inc. issued a press release announcing that it had entered into an Asset Purchase Agreement for the sale of substantially all of Cygnus’ intellectual property rights, fixed assets, supplier, manufacturing and license agreements, inventory and tangible personal property, to Animas Corporation for $10.0 million in cash. Assets excluded from the sale include Cygnus’ cash and cash equivalents, accounts receivable and its arbitration claim against Ortho-McNeil Pharmaceutical, Inc., a Johnson & Johnson company.

~~Exhibit~~ The ~~Number~~Asset ~~99.1~~Purchase ~~Press~~Agreement ~~Release~~was unanimously approved by the Cygnus, ~~Inc~~Board of Directors. ~~dated~~Subject ~~November~~to 13the approval of its stockholders, ~~2003~~Cygnus ~~referred~~intends to wind up its business in ~~Item~~accordance 5with ~~above~~applicable law following the closing of the asset sale, and at an appropriate time thereafter effect a complete liquidation and dissolution. The asset sale and the liquidation proposals are not conditioned upon one another.

~~Item 12.~~ Cygnus ~~Results~~currently expects the asset sale to close in the first quarter of 2005, ~~Operations~~subject ~~and~~to ~~Financial~~certain ~~Condition~~conditions, including the approval of the stockholders of Cygnus.

OnIn a ~~November 13,~~separate ~~2003~~transaction, Cygnus, ~~Inc.~~signed (“a lease termination agreement with its Redwood City facility whereby Cygnus”) ~~issued~~paid ana ~~earnings~~termination ~~release~~fee ~~announcing~~of $500,000, forfeited its ~~financial~~security ~~results~~deposit ~~for~~of approximately $77,600 and will leave certain trade fixtures and personal property in the facility ~~quarter~~when ~~ended~~the ~~September~~Company vacates on or before March 3031, ~~2003~~2005. The Aearly termination relieves the Company of its contractual ~~copy~~obligations of ~~Cygnus’~~approximately ~~earnings~~$3.7 million ~~release~~for isthe ~~attached~~remaining lease ~~hereto~~term asthrough ~~Exhibit~~April 9930, 2009.1.

~~Table~~ A copy of ~~Contents~~the press release and Asset Purchase Agreement are attached hereto as Exhibits 99.1, 99.2 and 99.3, and are incorporated herein by reference.

~~SIGNATURES~~ Item 9.01. Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~(c) Exhibits.

			CYGNUS, INC
Exhibit Number	Description
Date:	November 13, 2003	By:	/s/ Barbara G. McClung
99.1	Press Release by Cygnus, Inc. dated December 16, 2004 referred to in Item 1.01 above.
			Barbara G. McClung Senior Vice President and General Counsel
99.2	Asset Purchase Agreement between Cygnus, Inc., Animas Corporation and Animas Technologies LLC, dated December 16, 2004.
99.3	Lease Termination Agreement between Cygnus, Inc. and Metropolitan Life Insurance Company, dated December 16, 2004.

~~Exhibit Index~~SIGNATURES

~~99.1~~ Pursuant ~~Press~~to ~~Release~~the byrequirements ~~Cygnus,~~of ~~Inc.~~the ~~dated~~Securities ~~November~~Exchange 13Act of 1934, ~~2003~~the registrant ~~referred~~has duly caused this report to inbe ~~Item~~signed 5on ~~above~~its behalf by the undersigned hereunto duly authorized.


		CYGNUS, INC.

Dated: December 17, 2004	By:	/s/ Barbara G. McClung

		Barbara G. McClung
		Senior Vice President
		and General Counsel

Exhibit Index


Exhibit Number		Description
99.1		Press Release by Cygnus, Inc. dated December 16, 2004 referred to in Item 1.01 above.

99.2		Asset Purchase Agreement between Cygnus, Inc., Animas Corporation and Animas Technologies LLC, dated December 16, 2004.
99.3		Lease Termination Agreement between Cygnus, Inc. and Metropolitan Life Insurance Company, dated December 16, 2004.

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